Hinduja Global Solutions Limited — AGM Information 2021

Sep 24, 2021

September 24, 2021

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BSE Limited National Stock Exchange of India Limited Corporate Relations Department “Exchange Plaza”, P.J. Towers, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai - 400 001. Mumbai - 400 051. Scrip code: 532859 Symbol : HGS

Dear Sirs,

Sub: Proceedings of the 26[th] Annual General Meeting held on September 23, 2021

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to enclose herewith the proceedings of 26[th] Annual General Meeting (‘AGM’) of the Company held on Thursday, September 23, 2021 through Video Conferencing / Other Audio Video Means. The AGM commenced at 11:00 a.m. and concluded at 12.45 p.m.

Kindly take the above on records.

Thanking you,

For Hinduja Global Solutions Limited

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Narendra Singh Company Secretary

Encl.: As above

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SUMMARY OF THE PROCEEDINGS OF THE 26[TH] ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF HINDUJA GLOBAL SOLUTIONS LIMITED HELD ON THURSDAY, SEPTEMBER 23, 2021 AT 11:00 A.M. (IST) ------ THROUGH VIDEO CONFERENCING / OTHER AUDIO VISUAL MEANS. ~~- ___~~

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(the ‘Company’) was held on Thursday, September 23, 2021 at 11:00 a.m. (IST) through video conferencing / other audio visual means (“VC”) in compliance with the applicable provisions of the Companies Act, 2013, General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021 (collectively referred to as ‘MCA Circulars’) issued by the Ministry of Corporate Affairs (‘MCA’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 read with SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (collectively referred to as ‘SEBI Circulars’).

Mr. Narendra Singh, Company Secretary requested Mr. Y. M. Kale, Chairman of the Board to Chair the Meeting.

Mr. Y.M. Kale, Chairman of the Board took the Chair and conducted the proceedings of the AGM. He informed the Members that it was 11:00 a.m. (IST) and welcomed the Members to the 26[th] AGM of the Company. Since the requisite quorum was present, the Chairman called the Meeting to order. He informed the Members that the AGM was being held through VC for second consecutive year to ensure social distancing norms in accordance with the MCA Circulars and SEBI Circulars.

Thereafter, the Chairman introduced all the Board Members, the CFO and the Company Secretary who had joined the Meeting through VC. He also informed the Members about the presence of Mr. Vikas Bagaria, Partner of M/s. Deloitte Haskins & Sells LLP, the Statutory Auditors of the Company; and also of Ms. Rupal Jhaveri, Practicing Company Secretary, Secretarial Auditor of the Company and Scrutinizer to conduct the process of e-voting.

The Chairman then informed that the Statutory Registers and documents referred to in the AGM Notice dated August 18, 2021 convening AGM have been made available to the Members electronically for inspection during the continuance of the Meeting.

He then gave details relating to representation of Corporate Entities received by the Company and stated that requirement of appointing proxies was not applicable as there was no physical attendance of the Members.

With the permission of the Members, the AGM Notice dated August 18, 2021 convening 26[th] AGM, together with the Annual Report 2020-21, including message of the Chairman of the Board and CEO’s message, circulated electronically, were taken as read.

The Chairman said that Notice convening the AGM included 5 items (Ordinary and Special Businesses) and read out the title of such businesses and stated as follows:

• Explanatory Statement in respect of each of the Special business contained complete material facts of each of the resolution.

• There would be no proposing and seconding of resolutions / no voting by show of hands as resolutions mentioned in the Notice of AGM as have been already put to vote through e-voting.

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• Facility for e-voting at the AGM is being provided electronically to the Members who joined AGM through VC and did not vote through remote e-voting.

The Chairman confirmed that Auditor’s Report on Financial Statements for the financial year ended March 31, 2021 does not contain any qualifications or adverse remarks. He also informed that the Secretarial Audit Report for the Financial Year ended March 31, 2021, does not contain any qualifications, reservations or adverse remarks.

As item nos. 3 and 4 of the AGM Notice pertained to re-appointment of Mr. Y. M. Kale, Chairman, being interested, he requested Mr. Anil Harish, Independent Director to brief the said items. Mr. Anil Harish briefed the Members about item nos. 3 and 4 of the AGM Notice.

Thereafter Mr. Y. M. Kale briefed the Members about item No 5 of the AGM Notice. Mr. Y. M. Kale then requested Mr. Partha DeSarkar to make a presentation on the Company’s operation. Accordingly, Mr. Partha DeSarkar, Whole-time Director made a presentation covering the resilience during the Pandemic, Revenue and EBITDA Growth, Revenue by delivery location, Client concentration and Channel Mix, CSR and the way forward. The Chairman then invited Members to ask questions, seek clarifications and give comments and suggestions on the Financial Results, Operations of the Company. Certain Members (Speakers) asked questions, made comments, and made suggestions.

The Chairman then requested the Whole-time Director, the CFO, and the Company Secretary to respond to questions. The Whole-time Director, the CFO and the Company Secretary adequately responded to the questions. The Members were informed that in case any question remained unanswered, the Members could send their queries by email to the Company.

The Chairman briefed about the process of e-voting as follows:

• The Company had provided to the Members the facility to cast their votes through remote e-voting system administered by KFIN Technologies Private Limited (‘KFin’), Registrar and Share Transfer Agents of the Company;

• Remote e-voting period commenced on Sunday, September 19, 2021 at 9:00 a.m.(IST) and ended on Wednesday, September 22, 2021 at 5:00 p.m. (IST); and

• Members who had already exercised their vote through remote e-voting were not eligible to vote again at the AGM.

The Chairman informed that the Board had appointed Ms. Rupal Jhaveri, Practicing Company Secretary, as Scrutinizer to scrutinize the voting through remote e-voting process in a fair and transparent manner and that the e-voting facility would remain open for next 15 minutes to enable the Members to cast their votes.

After completion of e-voting at the AGM, the Scrutinizer would submit a consolidated Scrutinizer’s Report (on remote e-voting and on voting at the AGM through e-voting) and results would be announced within 2 working days of the conclusion of the AGM. The results would also be intimated to the Stock Exchanges and uploaded on the website of the Company and KFin. The Results would also be displayed on the Notice Board at the Registered Office and Corporate Office of the Company. Thereafter, the Chairman requested Ms. Rupal Jhaveri to supervise the voting through e-voting.

The Chairman, on behalf of the Board, thanked each of the Members for attending the AGM. He also thanked the Directors for joining the Meeting.

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With the consent of the Members, the Chairman and the other Board Members left the Meeting and requested the Company Secretary to conclude the Meeting after the completion of e-voting in the next 15 minutes. E-voting at the AGM continued for 15 minutes, thereafter the Meeting was concluded.

The following items of business, as per the Notice of the 26[th] AGM dated August 18, 2021 were transacted at the Meeting:

S. No	Resolutions description
1.	Adoption of: a. Audited Financial Statements (Standalone) of the Company for the financial year ended March 31, 2021 and the Reports of the Directors and Auditors thereon; and b. Audited Financial Statements (Consolidated) of the Company for the financial year ended March 31, 2021 and the Report of the Auditors thereon. (Ordinary resolution)
2	Declaration of final dividend of ₹22 per equity share which includes a special dividend of ₹15 per equity share (on an equity share of par value of ₹10/- each) for the financial year ended March 31, 2021; and to confirm three interim dividends aggregating to ₹18, already paid, per equity share of ₹10/- each for the financial year ended March 31, 2021. (Ordinary resolution)
3	Appointment of Mr. Yashodhan Madhusudan Kale (DIN:00013782), who retires by rotation and being eligible, offered himself for re-appointment. (Ordinary resolution)
4	Approval for continuation of Mr. Yashodhan Madhusudan Kale (DIN: 00013782) as Non- Executive Non-Independent Director after attaining the age of 75 years. (Special resolution)
5	Approval to Sell/ transfer/ hive-off / dispose of the Healthcare Services Business conducted by the Company, its Branch Office and its Subsidiaries. (Special resolution)

All the above resolutions have been passed with the requisite majority.

For Hinduja Global Solutions Limited

Narendra Singh Company Secretary

Membership No.: F4853

Place: Mumbai Date: September 24, 2021

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